Common use of Proxy/Registration Statement and Prospectus Clause in Contracts

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company and the Acquiror Parties shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities issuable to the holders of Acquiror Securities prior to the Merger Effective Time and the holders of Company Ordinary Shares pursuant to this Agreement, and relating to the Acquiror Shareholders’ Meeting to approve and adopt: (A) the Merger and the Certificate of Merger, (B) this Agreement, the other Transaction Documents, and the Business Combination, (C) the adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D), and (D) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in (A) through (D), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company Group Companies and the Acquiror Parties SPAC shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities issuable to the holders of Acquiror SPAC Securities immediately prior to the Merger Effective Time and the holders of Group Company Ordinary Shares pursuant to this Agreement, and relating to the Acquiror SPAC Shareholders’ Meeting to approve and adopt: (A) the Merger and the Certificate Plan of Merger, (B) this Agreement, the other Transaction Documents, and the Business Combination, (C) the adjournment of the Acquiror SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D), and (D) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed by Acquiror SPAC and the Company Group Companies to be necessary or appropriate in connection with the transactions contemplated hereby Transactions (such proposals in (A) through (D), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company Company, PubCo, Merger Sub 1, Merger Sub 2 and the Acquiror Parties shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statementstatement and prospectus, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities Class A Ordinary Shares and PubCo Warrants issuable to the holders of Acquiror Securities prior to the Merger Effective Time Shareholders and the holders of Company Ordinary Shares Shareholders pursuant to this Agreement, Agreement and relating to the Acquiror Shareholders’ Meeting to approve and adopt: (A) the Initial Merger and the Certificate Plan of Initial Merger, (B) this Agreement, the other Transaction Documents, Documents and the Business Combination, (C) the adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D), and (D) any other proposals as the SEC (or staff member thereof) may indicate indicates are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed in writing by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in (A) through (D), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company Company, PubCo, Amalgamation Sub and the Acquiror Parties shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities Shares issuable to the holders of Acquiror Securities prior to the Merger Effective Time Shareholders and the holders of Company Ordinary Shares Shareholders pursuant to this Agreement, Agreement and relating to the Acquiror Shareholders’ Meeting to approve and adopt: (A) the Merger and the Certificate Plan of Merger, (B) this Agreement, the other Transaction Documents, and the Business Combination, (C) the adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D), and (D) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in (A) through (D), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company and the Acquiror Parties shall prepare, and PubCo Parent shall file with the SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities Parent Class A Ordinary Shares issuable to the holders of Acquiror Securities prior to the Merger Effective Time and the holders of Company Ordinary Shares Parent Shareholders pursuant to this Agreement, Agreement and relating to the Acquiror Parent Shareholders’ Meeting to approve and adopt: (A) the Merger and the Certificate of Merger, (B) this Agreement, the other Transaction Documents, and the Business Combination, ; (B) the Parent A&R Articles; (C) the issuance of Parent Class A Ordinary Shares and Parent Class V Ordinary Share in connection with the Transactions as required by Nasdaq; (D) Parent to be renamed “Aeries Technology, Inc.”; (E) the New ESOP; (F) the adjournment of the Acquiror Parent Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (DG), ; and (DH) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed by Acquiror and the Company Parties to be necessary or appropriate in connection with the transactions contemplated hereby Transactions (such proposals in (A) through (DH), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company Company, PubCo, Merger Sub I, Merger Sub II and the Acquiror Parties shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statementstatement and prospectus, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities Ordinary Shares and PubCo Warrants issuable to the holders of Acquiror Securities prior to the Merger Effective Time Shareholders and the holders of Company Ordinary Shares Shareholders pursuant to this Agreement, Agreement and relating to the Acquiror Shareholders’ Meeting to approve and adopt: (A) the Second Merger and the Certificate Plan of Second Merger, (B) this Agreement, the other Transaction Documents, Documents and the Business Combination, (C) the adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D), and (D) any other proposals as the SEC (or staff member thereof) may indicate indicates are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed in writing by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in (A) through (D), collectively, the “Transaction Proposals”).

Proxy/Registration Statement and Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, the Company and the Acquiror Purchaser Parties shall prepare, and PubCo the Purchaser shall file with the SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) among other things, registering the PubCo Securities issuable to the holders of Acquiror Parent Securities prior to the Reincorporation Merger Effective Time and the holders of Pre-Closing Company Ordinary Shares Stockholders pursuant to this Agreement, and relating to the Acquiror ShareholdersParent Stockholders’ Meeting to approve and adopt: (A) the Merger and the Certificate of Merger, (B) this Agreement, the other Transaction Documents, and the Business Combinationtransactions completed hereby, (B) Adoption of the Reincorporation Surviving Corporation Charter upon the Reincorporation Merger Effective Time, (C) the adjournment of the Acquiror ShareholdersParent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (D)foregoing, and (D) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed by Acquiror Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals in (A) through (D), collectively, the “Transaction Proposals”).